Initial Statement of Beneficial Ownership (3)
October 08 2019 - 7:53PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Chatterjee Fund Management LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/30/2019
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3. Issuer Name and Ticker or Trading Symbol
MCDERMOTT INTERNATIONAL INC [MDR]
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(Last)
(First)
(Middle)
888 SEVENTH AVE, 37TH FLOOR, |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10106
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common Stock, par value $1.00 per share | 18225542 (1)(2) | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Put Option (obligation to buy) | (4) | 11/15/2019 | Common Stock | 2403900 (5) | $6.00 | D (3) | |
| Put Option (obligation to buy) | (4) | 11/15/2019 | Common Stock | 578300 (6) | $7.00 | D (3) | |
| Put Option (obligation to buy) | (4) | 11/15/2019 | Common Stock | 827400 (7) | $8.00 | D (3) | |
| Put Option (obligation to buy) | (4) | 1/17/2020 | Common Stock | 50000 (8) | $7.00 | D (3) | |
| Call Option (right to buy) | 2/21/2020 | 2/21/2020 | Common Stock | 4450000 (9) | $4.00 | D (3) | |
| Call Option (right to buy) | 2/21/2020 | 2/21/2020 | Common Stock | 4000000 (10) | $5.00 | D (3) | |
| Explanation of Responses: |
| (1) | This Form 3 is being filed by the Reporting Persons (as defined below) to reflect the acquisition of beneficial ownership (as defined under Section 13D of the Securities Exchange Act of 1934, as amended) of more than 10% of the common stock, par value $1.00 per share (the "Common Stock") of the Issuer. The Reporting Persons had, prior to the above described acquisition on the date of the event requiring this Form 3, beneficially owned less than 10% of the Common Stock. |
| (2) | Consists of 600,000 shares of Common Stock held by Chatterjee Charitable Foundation ("CCF"), 3,567,600 shares of Common Stock held by MCPI Holdings Limited ("MCPI"), 7,181,042 shares of Common Stock held by Chatterjee Fund Management, L.P. ("CFM") and 6,876,900 shares of Common Stock held by Labvantage Solutions Technologies Limited ("LVST"). TCG Lifesciences Limited ("TCGLF") is filing in its capacity as the parent company of LVST and CSL Holdings Limited ("CSL") is filing in its capacity as the parent company of TCGLF. CFM is the direct parent company of CSL and MCPI. |
| (3) | This Form 3 is being filed jointly by (each a "Reporting Person" and, collectively, the "Reporting Persons") (i) CCF, (ii) MCPI, (iii) LVST, (iv) TCGLF, (v) CSL, (vi) CFM and (vii) Purnendu Chatterjee, as the general partner of CFM and trustee of CCF. CCF is a charitable foundation and none of the Reporting Persons (other than CCF) has a pecuniary interest in the shares of Common Stock held by CCF. In addition, CCF has no pecuniary interest in the shares of Common Stock held by any other Reporting Person. Each Reporting Person disclaims beneficial ownership of the securities reported herein as owned, beneficially or of record, except to the extent of any pecuniary interest therein. |
| (4) | These options are currently exercisable. |
| (5) | Consists of 250,000 put options written by CFM, 1,553,300 put options written by LVST and 600,600 put options written by MCPI. |
| (6) | Consists of 578,300 put options written by MCPI. |
| (7) | Consists of 827,400 put options written by MCPI. |
| (8) | Consists of 50,000 put options written by CFM. |
| (9) | Consists of 4,450,000 call options written by LVST. |
| (10) | Consists of 1,000,000 call options written by CFM and 3,000,000 call options written by MCPI. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Chatterjee Fund Management LP
888 SEVENTH AVE, 37TH FLOOR
NEW YORK, NY 10106 |
| X |
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Chatterjee Charitable Foundation
888 SEVENTH AVE, 37TH FLOOR
NEW YORK, NY 10106 |
| X |
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MCPI Holdings Ltd
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET
PORT-LOUIS, O4 11324 |
| X |
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Labvantage Solutions Technologies Ltd
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET
PORT-LOUIS, O4 11324 |
| X |
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TCG Lifesciences Ltd
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET
PORT-LOUIS, O4 11324 |
| X |
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CSL Holdings Ltd
C/O IQ EQ CORPORATE SERVICES
33, EDITH CAVELL STREET
PORT-LOUIS, O4 11324 |
| X |
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CHATTERJEE PURNENDU
888 SEVENTH AVENUE, 37TH FLOOR
NEW YORK, NY 10106 |
| X |
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Signatures
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| See Signatures included in Exhibit 99.1 | | 10/8/2019 |
| **Signature of Reporting Person | Date |
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